Mergers & Acquisitions

  • May 29, 2020

    Chancery Tosses Tardy Investor Suit Over Undervalued Biz

    A private equity investor that sat out an appraisal suit challenging a tech company's 2013 cash-out merger price, only to see the Delaware Chancery Court set a price 2.6-times higher for those who did, waited too long to sue the company's controllers afterward, a Delaware vice chancellor ruled Friday.

  • May 29, 2020

    DOJ, Doormaker Defend Private Tie-Up Challenges At 4th Circ.

    The importance of private litigants to U.S. antitrust enforcement was a significant part of oral arguments on Friday, as the U.S. Department of Justice and a doormaker urged the Fourth Circuit not to upend a first-of-its-kind divestiture order against a rival company.

  • May 29, 2020

    Monthly Merger Review Snapshot

    Deals in the airline bookings and textbook industries crumbled last month amid scrutiny from authorities in the U.S. and U.K., while enforcers cleared a slew of deals with conditions across a range of other sectors. Here's a look at the major merger review developments from May.

  • May 29, 2020

    Don't Miss It: Ropes, DLA Piper Guide Week's Hot Deals

    With so much mergers and acquisitions news this week, you may have missed multiple deals announced in the last several days helmed by firms such as Ropes & Gray and DLA Piper. Here, Law360 recaps the ones you may have missed.

  • May 29, 2020

    Coronavirus Q&A: Foley & Lardner's Health Practice Chair

    In this edition of Coronavirus Q&A, one of Foley & Lardner LLP's top health lawyers discusses how the pandemic's psychological trauma could reshape mental health care and what COVID-19's brutal toll on senior citizens means for nursing home operations and investments.

  • May 29, 2020

    Taxation With Representation: White, Freshfields, Fenwick

    In this week's Taxation With Representation, Panasonic takes a minority stake in supply chain company Blue Yonder, private equity firm Goldfinch Partners takes a majority stake in fintech services provider Vesta, and Coinbase acquires crypto-focused prime brokerage platform Tagomi.

  • May 29, 2020

    Volkswagen To Buy 50% Stake In Chinese State Co. For $1.1B

    Automobile maker Volkswagen said Friday that it plans to invest about €1 billion ($1.1 billion) in a Chinese state-owned vehicle manufacturer and their joint venture as part of a series of investments in Chinese companies totaling about €2.1 billion.

  • May 29, 2020

    3 Firms Steer Oncology Biotech's $350M Spinoff, IPO Plans

    Legend Biotech, a clinical-stage biotechnology company being spun out of GenScript, said Friday it hopes to raise $350 million in an initial public offering steered by Cooley LLP, Harney Westwood & Riegels and JunHe LLP.

  • May 28, 2020

    Constellation Revises Gallo $1B Deal Again To Placate FTC

    Constellation Brands said Thursday it has removed yet another alcohol brand from the menu of its partial portfolio sale to E. & J. Gallo Winery to address Federal Trade Commission antitrust concerns, revising a deal that was once valued at $1.7 billion down to just over $1 billion.

  • May 28, 2020

    DOJ Clears Satellite Cos. Merger With Conditions

    Global electronic components maker Communications and Power Industries LLC clinched U.S. Department of Justice approval Thursday to acquire a business unit of General Dynamics Corp. for $175 million, as long as the California-based company sells its satellite business subsidiary.

  • May 28, 2020

    EU Court Unblocks £10B Hutchison-O2 Deal

    In a move that could have major implications for how EU antitrust enforcers assess mergers, a General Court of the European Union panel on Thursday annulled the European Commission's decision to block CK Hutchison Holdings Ltd.'s planned £10.25 billion acquisition of Telefonica SA's O2.

  • May 28, 2020

    Investor Sues Qiagen To Block $11.5B Thermo Fisher Deal

    An investor for genetic testing company Qiagen filed a lawsuit Wednesday against the company’s board members and accused them of allegedly failing to provide essential information about Qiagen’s $11.5 billion merger with laboratory supplies provider Thermo Fisher.

  • May 28, 2020

    Indian Generic Pharma Co. Can't Get $500M Award Nixed

    A Singapore court has refused to set aside an award issued to a Japanese company that appears to be drugmaker Daiichi Sankyo Co. Ltd. following a soured $4.6 billion deal in which it bought the majority stake in a major Indian pharmaceutical manufacturer.

  • May 28, 2020

    Pulling Up Stakes: Sidley Austin, Baker McKenzie, Orrick

    In Law360's latest roundup of deal-makers on the move, Sidley Austin nabbed Shearman & Sterling's former head of global leveraged finance and private capital; Baker McKenzie added a banking and finance pro in Hong Kong; and Orrick picked up an M&A and private equity partner in Paris.

  • May 28, 2020

    Deals Rumor Mill: Jio Platforms, Volkswagen, Amazon

    Mubadala and Twitter are separately considering $1 billion investments in Jio Platforms, Volkswagen is on the verge of buying stakes in two Chinese electric vehicle companies and Amazon might purchase self-driving technology startup Zoox. Here, Law360 breaks down these and other deal rumors from the past week that you need to be aware of.

  • May 28, 2020

    EU Waives Fix For Takeda's £46B Shire Deal

    Europe's competition watchdog said Thursday that Takeda Pharmaceutical Co. Ltd. will not have to sell a biologic drug it agreed to shed for approval of its £46 billion ($56.7 billion) purchase of Shire PLC because changes in circumstances have made it unnecessary.

  • May 28, 2020

    Arnall, Freshfields Guide $125M PE Buy Of Fintech Co. Vesta

    Private equity firm Goldfinch Partners has agreed to pay $125 million for a majority stake in fintech and fraud protection services provider Vesta, the companies said Thursday, in a deal guided by Arnall Golden and Freshfields.

  • May 27, 2020

    WeWork Committee Dealt Blow To Control Over SoftBank Suit

    The Delaware chancellor Wednesday denied a bid by a special WeWork committee to bar the company from appointing a new committee to consider whether it has standing to proceed with a suit filed against SoftBank Group Corp. over a canceled deal to buy $3 billion of WeWork's shares.

  • May 27, 2020

    Latham And Fenwick Steer Coinbase's Acquisition Of Tagomi

    Fenwick & West LLP-advised Coinbase announced on Wednesday the acquisition of crypto-focused prime brokerage platform Tagomi with a team from Latham & Watkins in its corner, as the well-known cryptocurrency exchange seeks to bolster its offerings to institutional clients.

  • May 27, 2020

    Vince McMahon Out As XFL Ch. 11 Bidder, DIP Lender

    A Delaware judge gave her nod Wednesday to sale procedures and the continued use of lender cash collateral in the XFL's Chapter 11, with the league's controller Vince McMahon now out as potential bidder and debtor-in-possession lender.

  • May 27, 2020

    Judge Won't Fast-Track Vegas Sun's Antitrust Row With Rival

    A Nevada federal court on Tuesday rejected a bid from the Las Vegas Sun to fast-track its suit accusing rival daily newspaper the Review-Journal and billionaire owner Sheldon Adelson of trying to monopolize the local newspaper market and snuff out an alternative voice in the city.

  • May 27, 2020

    'Apocalyptic' Virus Merger Args Won't Work, FTC Official Says

    The head of the Federal Trade Commission's competition bureau warned merging parties on Wednesday that "failing firm" defenses of otherwise anti-competitive transactions will continue to fall on skeptical ears amid the COVID-19 pandemic and its economic fallout.

  • May 27, 2020

    Sanofi To Raise $11.1B In Sale Of Regeneron Stake

    Sanofi said Wednesday it will sell an $11.1 billion stake in biotechnology company Regeneron as the global pharmaceutical giant looks to raise funds to pursue its growth strategy.

  • May 27, 2020

    Biotech Pursuing COVID-19 Vaccine Inks $167M Acquisition

    Novavax has agreed to buy Czech Republic-based Praha Vaccines for $167 million, and the duo will work with vaccine manufacturer Serum Institute of India to develop and mass produce a potential vaccine for COVID-19, the companies said Wednesday.

  • May 27, 2020

    Weil-Led Co. Prices Year's Second-Largest Blank-Check IPO

    Weil-led Foley Trasimene Acquisition Corp. debuted in public markets Wednesday after pricing a $900 million initial public offering that could fund the acquisition of a fintech business, marking this year's second-largest IPO by a blank-check company.

Expert Analysis

  • Avoiding Inadvertent Privilege Waivers In E-Communications

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    Attorneys at WilmerHale highlight recent developments in privilege law, the significant challenges raised by nontraditional working arrangements popularized during the pandemic, and ways to avoid waiving attorney-client privilege when using electronic communications.

  • PE Minority Investments Offer Alternative Capital During Crisis

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    Cash-strapped companies looking for alternative sources of capital during the pandemic can take advantage of private equity funds’ newfound willingness to make minority investments, which can bring managerial, financial, technical and industry expertise to a business in exchange for considerable control over ongoing operations, say attorneys at Winston & Strawn.

  • How Energy Co. Buyers Can Limit Environmental Liability Risk

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    As potential buyers look to purchase assets of energy companies driven into bankruptcy by the coronavirus pandemic, there are a number of precautionary steps they should take to reduce the risk of liability for the seller's environmental obligations, say Jacob Hollinger and Darren Azman of McDermott.

  • Opinion

    Don't Cancel Your Summer Associate Programs

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    While pulling off an effective summer associate program this year will be no easy feat, law firms' investments in their future attorneys should be considered necessary even during this difficult time, says Summer Eberhard at Major Lindsey.

  • Avoiding M&A Deal-Breaking Disputes During A Downturn

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    As the COVID-19 pandemic complicates the valuation of companies involved in mergers and acquisitions, targets and acquirers alike should take several prudent preclosing steps to mitigate the risk of deal-breaking disputes and subsequent litigation, say Ann Gittleman and Jenna O'Brien at Duff & Phelps.

  • 5 Ways To Reduce Post-Pandemic Legal Malpractice Exposure

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    History suggests that legal malpractice claims will rise following the current economic downturn, and while a certain percentage of the claims will be unavoidable, there are prophylactic steps that law firms can take, says John Johnson at Cozen O'Connor.

  • CARES Act Will Affect Earnouts, Purchase Price Adjustments

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    M&A professionals must be mindful of the CARES Act's implications for certain definitions in transaction documents — including earnings before interest, taxes, depreciation and amortization, net working capital, and indebtedness — as they will shape future earnout provisions and purchase price adjustments, say advisers at Holland & Knight and Daszkal Bolton.

  • Leaving The Tort System Behind Via Corporate Risk Transfer

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    With an increasingly litigious tort environment for corporate defendants, companies holding legacy liabilities would do well to investigate a capital markets solution for transferring their risks, say Mark Hemmann at FARA LLC and Peter Kelso at Roux Associates.

  • FTC Continues To Zero In On Problematic M&A Noncompetes

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    Although noncompete clauses often play a vital role in mergers and acquisitions, they are not immune from antitrust scrutiny — exemplified by three recent Federal Trade Commission challenges, say Joel Grosberg and Lisa Rumin at McDermott.

  • Using The M&A Slowdown To Prepare A Portfolio Co. For Sale

    Excerpt from Lexis Practice Advisor
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    Dealmakers can take advantage of COVID-19’s dampening effect on M&A activity to work through timing, pandemic considerations and sale process coordination for portfolio company sales so their deals will be ready when the market eventually picks back up, say Michael Gilligan and Caitlin Cornell at Schulte Roth.

  • Opinion

    Credibility Concerns About Virtual Arbitration Are Unfounded

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    Concerns that videoconferenced arbitration hearings compromise an arbitrator's ability to reliably resolve credibility contests are based on mistaken perceptions of how many cases actually turn on credibility, what credibility means in the legal world, and how arbitrators make credibility determinations, says Wayne Brazil at JAMS.

  • A Texas Case Could Put Electronic Agreements In Jeopardy

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    A dispute between staffing firm Aerotek and four former employees over enforceability of electronic arbitration agreements, currently being petitioned for review by the Texas Supreme Court, could signal a big problem not only for employers but all companies that transact business outside of their own locale, says Abby Brown at Moye White.

  • 2 New Accounting Fraud Cases Offer Lessons For Boards

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    Luckin Coffee and TAL Education Group — two high-profile Chinese companies listed in the U.S. — recently announced suspected cases of colossal revenue fraud, and these case studies may help companies recognize the germinating seeds of accounting fraud, say Fabian Roday at Fangda Partners and William Fotherby at Meredith Connell.

  • CFIUS Proposal May Disproportionately Hit Certain Countries

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    A recent Committee on Foreign Investment in the United States proposal would change the trigger for mandatory CFIUS filing from industry group designation to nationality-based export controls, facilitating investment from favored countries while discouraging investment from others, say attorneys at Arnold & Porter.

  • Human Rights Are Becoming A Compliance Issue

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    A recent commitment from the European Union's commissioner for justice to introduce rules for mandatory corporate human rights due diligence next year may signal the arrival of this issue as a global business imperative, making it as fundamental as anti-corruption diligence, say attorneys at Paul Hastings.

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